INSIGHT(SZ:300781) Zhong Guo Jing Ji Wang·2025-06-25 06:17Core Viewpoint - InSai Group plans to acquire 80% of ZhiZhe TongHang Brand Management Consulting (Beijing) Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from specific investors [1][4]. Group 1: Transaction Details - The transaction involves issuing shares and cash payments totaling 64.16 million yuan for the 80% stake in ZhiZhe Brand, with 50% of the payment made in shares and the other 50% in cash [4][5]. - The share issuance price is set at 39.89 yuan per share, with a maximum of 32.08 million yuan to be raised from no more than 35 specific investors [5]. - The total number of shares to be issued will not exceed 32.99 million, representing 30% of the company's total shares prior to the transaction [5]. Group 2: Insider Trading and Self-Examination - During the self-examination period from April 22, 2024, to June 4, 2025, two employee stockholding platforms, Chengmeng Investment and Zhuhai Xuri Investment, sold shares of InSai Group, with Chengmeng Investment selling 659,800 shares and Zhuhai Xuri Investment selling 116,200 shares [1][2]. - The total amount of shares sold by these platforms resulted in a combined reduction of approximately 44.51 million yuan [2]. - The independent financial advisor for the transaction is CITIC Securities, which also conducted a self-examination of its trading activities during the same period [2][3]. Group 3: Financial Performance - In 2024, InSai Group reported revenue of 883 million yuan, a year-on-year increase of 64.68%, but incurred a net loss of 45.04 million yuan [6]. - For the first quarter of 2025, the company achieved revenue of 258 million yuan, reflecting a 46.68% year-on-year growth, with a net profit of 13.20 million yuan [6]. - The company has shown a significant increase in cash flow from operating activities, with a net cash flow of 53.05 million yuan in 2024, up 43.19% from the previous year [6].